butter or margarine • all-purpose flour • warm milk. microwave 2 cups of milk for about a minute to a minute and a half • salt • ground black pepper • chili powder...... to taste. you can substitute with cayenne for more spice if you wish. The cover photo shown, I used chili powder • cream cheese • shredded sharp white cheddar (I use cracker barrel aged reserve) • elbow macaroni cooked drained • seasoned bread crumbs